Exhibit 4.3
Form of
MOUNTBATTEN, INC.
INDIVIDUAL NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 2, 1997, is made by and between
Mountbatten, Inc., a Pennsylvania corporation (the "Company"), and S. Xxxxx
Xxxxxx (the "Director"), a director of HMS Dreadnought, Inc., a subsidiary of
the Company.
RECITALS:
WHEREAS, the Company wishes to afford the Director the opportunity to
purchase shares of the Company's common stock, $.001 par value (the "Common
Stock"); and
WHEREAS, the nonqualified stock option provided for herein has been
granted to the Director as an inducement to remain in the service of the Company
and as an incentive for increased efforts during such service;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
All capitalized terms used in this Agreement and not otherwise defined
shall have the meanings specified in the Company's 1995 Equity Incentive Plan
for Outside Directors (the "Plan") unless the context clearly indicates to the
contrary; provided, however, that the option provided for herein shall not be
deemed to have been granted under the Plan.
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ARTICLE II
GRANT OF OPTION
Section 2.1 - Grant of Option
In consideration of the Director's agreement to serve as a director of
the Company and for other good and valuable consideration, on the date hereof
the Company grants to the Director a nonqualified stock option (the "Option") to
purchase any part or all of an aggregate of 3,000 shares of Common Stock upon
the terms and conditions set forth in this Agreement.
Section 2.2 - Purchase Price
The purchase price of the shares of Common Stock covered by the Option
shall be $8.50 per share, without commission or other charge, payable in legal
tender of the United States.
Section 2.3 - Adjustments in Option
In the event that the outstanding shares of the Company's Common Stock
are increased or decreased or changed into or exchanged for a different number
or kind of shares of the Company, or other securities of the Company, or of
another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend (either in
shares of Common Stock or of another class of the Company's stock), spin-off or
combination of shares, an appropriate and equitable adjustment shall be made in
the number and kind of shares as to which the Option, or portion thereof then
unexercised, shall be exercisable as provided in Section 4(b)(vi) of the Plan.
ARTICLE III
EXERCISABILITY OF OPTIONS
Section 3.1 - Commencement of Exercisability
(a) Except as otherwise provided in Section 3.3, the Option may not be
exercised in whole or in part during the first six months after the date of its
grant, and, thereafter, the Option shall become exercisable in full or in part
at any time or from time to time until it expires as provided in Section 3.2
hereof.
(b) No portion of the Option that is unexercisable at the time of the
Director's Termination of Service shall thereafter become exercisable.
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Section 3.2 - Expiration of Option
The Option may not be exercised to any extent by anyone after the first
to occur of the following events:
(a) The expiration of ten years from the date the Option is granted.
(b) The expiration of one year from the date of the Director's
Termination of Service, except that, in the event of the Director's removal for
cause, the Option shall terminate immediately upon the Director's Termination of
Service.
Section 3.3 - Acceleration of Exercisability
In the event of a Change in Control, as defined in the Plan, the Option
shall become immediately exercisable, regardless of whether the Option has
become exercisable pursuant to Section 3.1.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Director, only the Director may exercise the
Option or any portion thereof. After the death of the Director, any exercisable
portion of the Option may be exercised by the Director's personal representative
or by any person empowered to do so under the Director's will or under the then
applicable laws of descent and distribution. The Company may require appropriate
proof from any such person of such person's right or power to exercise the
Option or any portion thereof.
Section 4.2 - Partial Exercise
Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
3.2; provided, however, that the Company shall not be required to issue
fractional shares on exercise of the Option or portion thereof.
Section 4.3 - Manner of Exercise
The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary or the Secretary's office of all of the following
prior to the time when the Option or such portion becomes unexercisable under
Section 3.2:
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(a) Notice in writing signed by the Director or other person then
entitled to exercise the Option or any portion thereof, stating that the Option
or portion is exercised, such notice complying with all applicable rules
established by the Board;
(b) Full cash payment for the shares with respect to which the Option
or portion is thereby exercised and which are to be delivered to him pursuant to
such exercise; provided, at the discretion of the Committee, payment may be made
in whole or in part in shares of Common Stock of the Company, which Common Stock
will be valued at its then Fair Market Value, or in whole or in part pursuant to
such other arrangement, including a simultaneous exercise and sale arrangement,
as the Commit tee, in its absolute discretion, determines; and
(c) Such representations and documents as the Board, in its absolute
discretion, deems necessary or advisable to effect compliance with the
Securities Act of 1933, as amended, and any other federal or state securities
laws or regulations. The Board may, in its absolute discretion, also take
whatever additional actions it deems appro priate to effect such compliance
including, without limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars.
Section 4.4 - Conditions to Issuance of Stock Certificates
The shares of Common Stock deliverable upon exercise of the Option, or
any portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such shares shall
be fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of Common Stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
(a) The admission of such shares to listing on all stock exchanges or
automated quotation system on which such class of stock is then listed;
(b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Company shall, in its absolute discretion, deem necessary or
advisable;
(c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Company shall, in its absolute discretion,
determine to be necessary or advisable;
(d) The provision for any income tax withholding which the Company
shall, in its absolute discretion, determine to be necessary or advisable; and
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(e) The lapse of such reasonable period of time following the exercise
of the Option as the Company may determine, in its absolute discretion, from
time to time to be necessary or advisable for reasons of administrative
convenience.
Section 4.5 - Rights As Stockholder
The holder of the Option shall not be, nor have any of the rights of, a
stockholder of the Company in respect to any shares purchasable upon the
exercise of the Option or any portion thereof unless and until certificates
representing such shares have been issued by the Company to the holder of the
Option.
ARTICLE V
MISCELLANEOUS
Section 5.1 - Options Not Transferable
Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Director or the
Director's successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means, whether such disposition is voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment, or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in this
Section 5.1 shall prevent transfers by will or by the applicable laws of descent
and distribution.
Section 5.2 - Shares To Be Reserved
The Company shall at all times during the term of the Option reserve
and keep available such number of shares of Common Stock as will be sufficient
to satisfy the requirements of this Agreement.
Section 5.3 - Notices
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Director shall be addressed to him at the address given beneath his
signature hereto. By a notice given pursuant to this Section 5.3, either party
may hereafter designate a different address for notices to be given to such
party. Any notice that is required to be given to the Director shall, if the
Director is then deceased, be given to the Director's personal representative if
such representative has previously informed the Company of his status and
address by written notice under this Section 5.3. Any notice shall have been
deemed duly given when delivered in person, deposited (with postage prepaid) in
first class United States mail or sent by overnight courier (with charges
prepaid).
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Section 5.4 - Titles
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
Section 5.5 Governing Law
This Agreement shall be governed by and interpreted in accordance with
the internal laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.
MOUNTBATTEN, INC.
By:
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Title:
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[Optionee's Name]
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Address
Director's Taxpayer
Identification Number:
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